Form FR 2070 FR 2070 Interagency Bank Merger Act Application

Board of Governors of the Federal Reserve System OMB Number 7100-0171 Approval expires March 31, 2015
Federal Deposit Insurance Corporation
OMB Number 3064-0015 Approval expires September 30, 2017
Office of the Comptroller of the Currency
OMB Number 1557-0014 Approval expires January 31, 2017
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Board of Governors of the Federal Reserve System

Interagency Bank Merger Act Application—FR 2070
An organization or a person is not required to respond to a collection of information unless it displays a currently valid OMB control number.

General Information and Instructions
Preparation and Use
This application is used to effect a merger transaction under section 18(c) of the Federal Deposit Insurance Act (FDIA), as
amended (12 U.S.C. § 1828(c)), and for national banks using other
sources of merger authority, such as 12 U.S.C. §§ 215, 215a.
"Merger transaction" includes a merger, consolidation, assumption
of deposit liabilities, and certain asset transfers between or among
two or more institutions. An application is required for merger transactions between or among affiliated institutions (affiliate transactions) as well as for merger transactions between or among nonaffiliated institutions.
An affiliate transaction refers to a merger transaction between
institutions that are commonly controlled. It includes a business
combination between a depository institution and an affiliated
interim institution. Applicants proposing affiliate transactions are
not required to complete questions 12 through 14 of this form.
All questions must be answered with complete and accurate information that is subject to verification. If the answer is "none," "not
applicable," "not available," or "unknown," so state. Answers of
"not available" or "unknown" should be explained.
The questions in the application are not intended to limit the
Applicant's presentation, nor are the questions intended to duplicate information supplied on another form or in an exhibit. A
cross-reference to the information is acceptable. Any cross-reference must be made to a specific location in the documents, so
the information can be found easily. Supporting information for
all relevant factors, setting forth the basis for Applicant's conclusions, should accompany the application. The regulatory agency
may request additional information.
The application must be submitted to the appropriate regulatory
agency of the depository institution that would survive the proposed transaction (Resultant Institution). All inquiries on preparation of the application should be directed to that agency which, in
some circumstances, may modify the information requested.

For additional information regarding the processing procedures
and guidelines and any supplemental information that may be
required, please refer to the appropriate regulatory agency's procedural guidelines (that is, Comptroller’s Licensing Manual or the
FDIC’s Rules and Regulations (12 C.F.R. § 303) and Statement
of Policy on Bank Merger Transactions), contact the agency
directly for specific instruction, or visit its website at www.fdic.gov,
www.occ.treas.gov, and www.federalreserve.gov.

Interim Charters and Federal Deposit Insurance
An interim state or federal depository institution charter may be
used to facilitate a merger or consolidation. An interim institution
is one that does not operate independently but exists, usually for
a very short period of time, solely as a vehicle to accomplish a
combination (for example, to facilitate the acquisition of 100 percent of the voting shares of an existing depository institution).
The processing procedures and guidelines for chartering an
interim institution may be found in the guidelines of the appropriate regulatory agency.
Applicants should contact the FDIC to discuss relevant deposit
insurance requirements. An application for deposit insurance is
not required in connection with a merger (other than a purchase
and assumption) between a federally chartered interim institution
and an existing FDIC-insured depository institution, including
those instances in which the resulting institution is to operate
under the charter of the federal interim institution. However, an
application for deposit insurance is required if a state-chartered
interim bank or savings association is to be insured. Mergers
between an FDIC-insured institution and a noninsured institution
are subject to FDIC approval under section 18(c)(1) of the FDIA
(12 U.S.C. § 1828(c)(1)).
In making its determination to grant deposit insurance under section 5(a) of the FDIA (12 U.S.C. § 1815(a)), the FDIC will consider
the factors enumerated in section 6 of the FDIA (12 U.S.C. § 1816).

Public reporting burden for this collection of information is estimated to average 30 and 18 hours for nonaffiliate and affiliate transactions, respectively, including the time to gather and
maintain data in the required form, to review instructions, and to complete the information collection. Send comments regarding this burden estimate or any other aspect of this collection of
information, including suggestions for reducing this burden to: Paperwork Reduction Act, Legal Division, Federal Deposit Insurance Corporation, 550 17th Street, NW, Washington, DC
20429; Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; or Licensing Activities Division, Comptroller of the Currency, 250 E
Street, SW, Washington, DC 20219; and to the Office of Management and Budget, Paperwork Reduction Project, Washington, DC 20503.
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General Information and Instructions—Continued
If applying for deposit insurance under section 5(a), check the
appropriate boxes on the top of the application form and include
with this application any additional relevant information.

Establishment of Branches and Branch Closings
This Interagency Bank Merger Act Application will be deemed to
constitute an application pursuant to section 9 of the Federal
Reserve Act (12 U.S.C. § 321) in the case of state member banks,
section 18(d) of the FDIA (12 U.S.C. § 1828(d)) for state nonmember banks, and 12 U.S.C. § 36 for national banks to operate the
Target Institution’s main office and branches as branches of the
Applicant.
If a branch is closed as a result of a merger, consolidation, or
other combination, refer to the Interagency Policy Statement on
Branch Closings and applicable law for branch closure notice
requirements (12 U.S.C. § 1831r-1).

Notice of Publication
An Applicant must publish notice of the proposed acquisition in a
newspaper of general circulation in the community or communities in which the main office of each of the parties to the transaction is located (12 U.S.C. § 1828(c)(3)). A copy of the affidavit(s)
of publication should be submitted to the appropriate regulatory
agency. Contact the appropriate regulatory agency for the specific requirements of the notice of publication.

Compliance
An Applicant is expected to comply with all representations and
commitments made in the application.
Transactions subject to the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (15 U.S.C. § 18a), which applies to certain very
large transactions, require a pre-merger filing with the Federal
Trade Commission and the Department of Justice. Refer to
the Federal Trade Commission's website for specific details
(http://www.ftc.gov/bc/hsr/index.shtm).

Electronic Submission
In addition to an original application and the appropriate number of
signed copies, the regulatory agencies would like to have an
electronic copy of the information in the application, especially of the
financial projections. Submission of an electronic copy is voluntary.
It will be used only for internal review and processing, and those
portions granted confidential treatment will not be released to the
public. The electronic copy may be provided on a computer diskette,
using common word processing and spreadsheet software. For email submissions, contact the appropriate regulatory agency for
instructions and information about secure transmission of confidential material.

Confidentiality
Any Applicant desiring confidential treatment of specific portions
of the application must submit a request in writing with the
application. The request must discuss the justification for the
requested treatment. The Applicant's reasons for requesting
confidentiality should specifically demonstrate the harm (for
example, loss of competitive position, invasion of privacy) that
would result from public release of information (5 U.S.C. § 552).
Information for which confidential treatment is requested should
be: (1) specifically identified in the public portion of the application
(by reference to the confidential section); (2) separately bound;
and (3) labeled "Confidential." The Applicant should follow the
same procedure when requesting confidential treatment for the
subsequent filing of supplemental information to the application.
The Applicant should contact the appropriate regulatory agency
for specific instructions regarding requests for confidential
treatment. The appropriate regulatory agency will determine
whether the information will be treated as confidential and will
advise the Applicant of any decision to make available to the
public information labeled as "Confidential."

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Interagency Bank Merger Act Application
Check all that apply:
Type of Filing

Form of Transaction

Filed Pursuant To

Affiliate/Corporate Reorganization
Combination with Interim Depository
Institution

Merger

12 U.S.C. § 1828(c)

Consolidation
Purchase and Assumption

12 U.S.C. §§ 215, 215a-c

Nonaffiliate Combination
Other

Branch Purchase and Assumption
Other

Other

12 U.S.C. § 1815(a)

Applicant Depository Institution
Name

City

Charter / Docket Number

State

Zip Code

Target Institution
Name

Charter / Docket Number

Street

City

State

Zip Code

Resultant Institution (if different than Applicant)
Name

Charter / Docket Number

Street

City

State

Zip Code

State

Zip Code

Contact Person
Name

Title / Employer

City

Area Code / Phone Number

Area Code / FAX Number

E-mail Address

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Interagency Bank Merger Act Application—Continued
1. Describe the transaction's purpose, structure, significant terms
and conditions, and financing arrangements, including any plan
to raise additional equity or incur debt. Also provide the approximate approval date needed to consummate.

6. List the directors and senior executive officers of the Resultant
Institution and provide the name, address, position with and
shares held in Resultant Institution or holding company, and
principal occupation (if a director).

2. Provide a copy of (a) the executed merger or transaction
agreement,including any amendments, (b) any board of directors' resolutions related to the transaction, and (c) interim charter, names of organizers, and related documents, if applicable.

7. Describe how the proposal will meet the convenience and
needs of the community. For the combining institutions, list
any significant anticipated changes in services or products
that will result from the consummation of the transaction. If
any services or products will be discontinued, describe and
explain the reasons.

3. Describe any issues regarding the permissibility of the proposal with regard to applicable state or federal laws or regulations (for example, nonbank activities, branching, qualified
thrift lender’s test).
4. Describe any nonconforming or impermissible assets or activities that Applicant or Resultant Institution may not be permitted
to retain under relevant law or regulation, including the method
of and anticipated time period for divestiture or disposal.
5. Provide the indicated financial information and describe the
assumptions used to prepare the projected statements, including those about the effect of the merger transaction. Material
changes between the date of the financial statements and the
date of the application should be disclosed. If there are no
material changes, a statement to that effect should be made.
a. Pro Forma Balance Sheet, as of the end of the most
recent quarter and for the first year of operation after the
transaction. Indicate separately for the Applicant and
Target Institution each principal group of assets, liabilities,
and capital accounts; debit and credit adjustments (explained
by footnotes) reflecting the proposed acquisition; and the
resulting pro forma combined balance sheet. Goodwill and
all other intangible assets should be listed separately on
the balance sheet. Indicate the amortization period and
method used for any intangible asset and the accretion
period of any purchase discount on the balance sheet.
b. Projected Combined Statement of Income for the first
year of operation following consummation.
c. Pro Forma and Projected Regulatory Capital Schedule,
as of the end of the most recent quarter and for the first
year of operation, indicating

•

•
•

Each component item for Tier 1 (Core) and Tier 2
(Supplementary) Capital, Subtotal for Tier 1 and Tier 2
Capital (less any investment in unconsolidated or nonincludable subsidiaries), Total Capital (include Tier 3 if
applicable).
Total risk-weighted assets.
Capital Ratios: (1) Tier 1 capital to total risk-weighted
assets; (2) Total capital to total risk-weighted assets; and
(3) Tier 1 capital to average total consolidated assets
(leverage ratio).

8. Discuss the programs, products, and activities of the Applicant
or the Resultant Institution that will meet the existing or anticipated needs of its community(ies) under the applicable criteria
of the Community Reinvestment Act (CRA) regulation, including the needs of low- and moderate-income geographies and
individuals. For an Applicant or Target Institution that has
received a CRA composite rating of "needs to improve" or
"substantial noncompliance" institution-wide or, where applicable, in a state or a multistate MSA, or has received an evaluation of less than satisfactory performance in an MSA or in the
non-MSA portion of a state in which the applicant is expanding
as a result of the combination, describe the specific actions, if
any, that have been taken to address the deficiencies in the
institution's CRA performance record since the rating.
9. The Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 imposes additional considerations for certain
interstate mergers between insured banks. Savings associations are not subject to 12 U.S.C. § 1831u. If subject to these
provisions, discuss authority; compliance with state age
limits and host state(s) filing requirements; and applicability
of nationwide and statewide concentration limits. In addition,
discuss any other restrictions that the states seek to apply
(including state antitrust restrictions).
10. List all offices that (a) will be established or retained as
branches, including the main office, of the Target Institution,
(b) are approved but unopened branch(es) of the Target
Institution, including the date the current federal and state
agencies granted approval(s), and (c) are existing branches
that will be closed as a result of the proposal to the extent
the information is available and indicate the effect on the
branch customers served. For each branch, list the popular
name, street address, city, county, state, and zip code.
11. As a result of this transaction, if the Applicant will be or will
become affiliated with a company engaged in insurance activities that is subject to supervision by a state insurance regulator, provide
a. The name of company.
b. A description of the insurance activity that the company is
engaged in and has plans to conduct.

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Interagency Bank Merger Act Application—Continued
c. A list of each state and the lines of business in that state in
which the company holds, or will hold, an insurance license.
Indicate the state where the company holds a resident
license or charter, as applicable.
If a nonaffiliate transaction, the Applicant also must reply to
items 12 through 14.
12. Discuss the effects of the proposed transaction on existing
competition in the relevant geographic market(s) where
Applicant and Target Institution operate. Applicant should contact the appropriate regulatory agency for specific instructions
to complete the competitive analysis.

13. If the proposed transaction involves a branch sale or any
other divestiture of all or any portion of the bank, savings
association or nonbank company (in the case of a merger
under 12 U.S.C. § 1828(c)(1)) to mitigate competitive effects,
discuss the timing, purchaser, and other specific information.
14. Describe any management interlocking relationships (12
U.S.C. §§ 3201-3208) that currently exist or would exist following consummation. Include a discussion of the permissibility of
the interlock with regard to relevant laws and regulations.

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Interagency Bank Merger Act Application—Continued
Certification
We hereby certify that our board of directors, by resolution, has authorized the filing of this application, and that to the best of our
knowledge, it contains no misrepresentations or omissions of material facts. In addition, we agree to notify the agency if the facts
described in the filing materially change prior to receiving a decision or prior to consummation. Any misrepresentation or omission of
a material fact constitutes fraud in the inducement and may subject us to legal sanctions provided by 18 U.S.C. §§ 1001 and 1007.
We acknowledge that approval of this application is in the discretion of the appropriate federal banking agency. Actions or communications
whether oral, written, or electronic, by an agency or its employees in connection with this filing, including approval of the application if
granted, do not constitute a contract, either express or implied, or any other obligation binding upon the agency, other federal banking
agencies, the United States, any other agency or entity of the United States, or any officer or employee of the United States. Such
actions or communications will not affect the ability of any federal banking agency to exercise its supervisory, regulatory, or examination
powers under applicable law and regulations. We further acknowledge that the foregoing may not be waived or modified by any
employee or agent of a federal banking agency or of the United States.
Signed this

day of
Day

,
Month

.
Year

by
Signature of Authorized Officer1

Applicant

Print or Type Name

Title

by
Target Institution

Signature of Authorized Officer1

Print or Type Name

Title

1. In multiple-step combinations, applicants should ensure that authorized officers of the combining institutions sign.

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Supplement to Interagency Bank Merger Act Application

Comptroller of the Currency
All OCC Applicants should provide the following supplemental
information with their application:
15. If any of the combining institutions have entered into commitments with community organizations, civic associations, or
similar entities concerning providing banking services to the
community, describe the commitment.

17. If acquiring a non-national bank subsidiary, provide the information and analysis of the subsidiary's activities that would
be required if it were established pursuant to 12 C.F.R.
§ 5.34 or 5.39.

16. If the Resultant Institution will not assume the obligations
entered into by the Target Institution, explain the reasons and
describe the impact on the communities to be affected.

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Supplement to Interagency Bank Merger Act Application—Continued
Federal Reserve System
With respect to question 6, FRB Applicants should consult
with FRB staff regarding whether any biographical or financial
information should be submitted with respect to any new
principal shareholders, directors, and senior executive officers.
The Certification on page 5 need not be provided by the
Target Institution. FRB Applicants should modify their
Certification accordingly.

15. If the pro forma consolidated assets of Applicant’s parent
holding company are less than $150 million and parent
company long-term debt will exceed 30 percent of parent
company equity capital accounts on a pro forma basis, provide cash flow projections for the parent company that
clearly demonstrate the ability to reduce the long-term debtto-equity ratio to 30 percent or less within 12 years of
consummation.

In addition, all FRB Applicants should provide the following
supplemental information with their application.

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Supplement to Interagency Bank Merger Act Application—Continued
Federal Deposit Insurance Corporation
All FDIC Applicants should provide the following supplemental
information with their application:
15. This section supplements question 12 of the Interagency Bank
Merger Act Application for transactions between nonaffiliated parties. Additional guidance relating to the FDIC’s consideration of the
competitive factors in a proposed merger transaction is contained
in the FDIC’s Rules and Regulation (12 C.F.R. § 303 Subpart D)
and Statement of Policy on Bank Merger Transactions (2 FDIC
Law, Regulations, and Related Acts 5145), which may be found at
www.fdic.gov/regulations/laws/rules/index.html.

I. Delineation of the relevant geographic market(s).
The relevant geographic market includes the areas in which
the offices to be acquired are located and from which those
offices derive the predominant portion of their loans, deposits,
or other business. The relevant geographic market also
includes the areas where existing and potential customers
impacted by the proposed merger may practically turn for
alternative sources of banking services.
a. Prepare schedules for the Applicant Institution and Target
Institution showing the total number of accounts and total
dollar volume of deposits2 for each municipality or census
tract, where applicable, according to the recorded address of
the depositor (do not submit supporting data). Small amounts
may be aggregated and identified as "other." If the Applicant
Institution is a multi-office institution, Applicant Institution
deposit information should be provided only for those offices
within or proximate to the area(s) described below under
paragraph (b).
b. Identify those areas where existing and potential customers
of the offices to be acquired may practically turn for
alternative sources of banking services. If consideration of
the availability of such alternative banking services results in
a market area considerably different from that indicated by
the sources of deposits, discuss and provide necessary
supporting information.
c. Using the information collected in paragraphs (a) and (b),
provide a narrative description of the delineated relevant
geographic market(s).
d. Provide any additional information necessary to support the
delineated relevant geographic market(s). Supporting information may include relevant demographic information,

locations of major employers, retail trade statistics, and/or
information on traffic patterns. Applicants should consult with
the applicable FDIC Regional Office in determining whether
additional information is necessary.

II. Competition in the relevant geographic market(s).
a. Prepare a schedule of participating and competing banking
institutions' offices, divided into three sections:
(i) Applicant Institution offices within or proximate to the
relevant geographic market(s);
(ii) Target Institution offices within or proximate to the relevant geographic market(s); and
(iii) Competitor banking offices located or competing
within the delineated relevant geographic market(s).
To the extent known, also include banking offices
approved but not yet open. The following presentation format is suggested:
Distance and Direction
From Nearest Office
Name and Location
of Banking Office

Total
Deposits
Applicant
Institution

Target
Institution

b. For each office listed in paragraph (a), provide the street
address; total deposits as reported in the most recent
FDIC Summary of Deposits Data Book (www2.fdic.gov/
sod/index.asp); and distance and general direction from
the nearest office of Applicant and Target Institution. In
cases where the delineated relevant geographic market
includes a significant portion of a larger metropolitan area,
provide only a listing of financial institutions and the
aggregate total deposits of all offices operated by each
within the delineated relevant geographic market(s).
c. Discuss the extent and intensity of competition in the
delineated relevant geographic market(s) provided by
nonbank institutions, such as other depository institutions (for
example, credit unions) and nondepository institutions (for
example, finance companies, or government agencies). For
those institutions regarded as competing in the delineated
relevant geographic market(s), provide name, address,
and services supplied.

2. In most cases, total deposits will serve as an adequate proxy for the overall share of banking business in the relevant geographic market area;
however, other analytical proxies may be appropriate in certain cases (for example, a merger transaction involving trust companies).

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